3SBio Inc. — Director's Dealing 2017

Feb 3, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

3SBIO INC.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

CANCELLATION OF SHARE OPTIONS AND GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Reference is made to the announcement of 3SBio Inc. (the “ Company ”) dated 26 September 2016 in relation to the grant of a total of 20,000,000 share options (the “ Old Options ”), with each entitling the holder to subscribe for one ordinary share of US$0.00001 each in the share capital of the Company (the “ Shares ”), under its post-IPO share option scheme adopted on 23 May 2015 and amended on 28 June 2016 (the “ Share Option Scheme ”) to TMF (Cayman) Ltd., as trustee of The Empire Trust (the “ Grantee ”). The Grantee is a trust established by a deed of settlement dated 26 September 2016 (“ Settlement ”) of which the Company is the settlor for the benefit of the beneficiaries thereof, including but not limited to employees of the Company and its holding companies, subsidiaries and affiliates, and any other persons as nominated from time to time by the advisory committee of the Grantee (the “ Advisory Committee ”) that is established with the authority of the Board (the “ Beneficiaries ”).

CANCELLATION OF SHARE OPTIONS

Further to the approval by the board of directors (the “ Board ”) of the Company (including the approval of the independent non-executive Directors), the Company and the Grantee have agreed that the grant of the Old Options shall be cancelled for nil consideration, with effect from 2 February 2017, in accordance with the terms of the Share Option Scheme. Prior to the cancellation of the Old Options, none of the Old Options had been designated to any Beneficiary and no Beneficiary had been nominated by the Advisory Committee. The Grantee also had not exercised any of the Old Options.

The purpose of the Share Option Scheme, among other things, is to provide the Beneficiaries incentives or reward for their contribution to the Company and its subsidiaries. As the exercise price of the Old Options is comparatively high when compared to the recent market price of the

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Shares, which does not serve the incentivising purposes of the Share Option Scheme, the Board of the Company considers that it is in the interest of both the Company and the Grantee to cancel the Old Options and offer to grant new share options to the Grantee in accordance with the terms of the Share Option Scheme.

GRANT OF SHARE OPTIONS

The Board of the Company hereby announces that on 2 February 2017, a total of 20,000,000 share options (the “ New Options ”), with each entitling the holder to subscribe for one Share under the Share Option Scheme were granted to the Grantee to be held for and on behalf of the Beneficiaries nominated by the Advisory Committee. Details of the New Options granted (which are subject to vesting conditions) are set out below:

Date of grant: 2 February 2017 Exercise price of Each New Option shall entitle the holder of the New Option to New Options Granted: subscribe for one Share upon exercise of such New Option at an exercise price of HK$7.62 per Share, which is the highest of:

• (a) the closing price of HK$7.30 per Share as quoted in the Stock Exchange’s daily quotation sheet on the date of grant;

• (b) the average closing price of HK$7.62 per Share as quoted in the Stock Exchange’s daily quotation sheet for the five business days immediately preceding the date of grant; and

• (c) the nominal value of US$0.00001 per Share

Number of New Options granted: 20,000,000 Closing price of the Shares on the date of grant: HK$7.30 per Share Validity period of the New Options: 10 years from the date of grant

Among the 20,000,000 New Options granted, 2,640,000 New Options were granted for the benefit of the following Beneficiaries who are executive Directors:

	Relationship with	Number of
Name	the Company	New Options Granted
Mr. LOU Jing	Executive Director	660,000
Mr. TAN Bo	Executive Director	660,000
Ms. SU Dongmei	Executive Director	660,000
Mr. HUANG Bin	Executive Director	660,000

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In accordance with Rule 17.04(1) of the Listing Rules, the grant of the New Options for the benefit of each of the above Beneficiaries who is an executive Director has been approved by the independent non-executive Directors of the Company.

Save as disclosed above, none of the Grantee and the Beneficiaries nominated by the Advisory Committee is a Director, chief executive or substantial shareholder of the Company or an associate of any of them.

By order of the Board 3SBio Inc. Mr. LOU Jing Chairman

Hong Kong 3 February 2017

As at the date of this announcement, the Board comprises Mr. LOU Jing, Mr. TAN Bo, Ms. SU Dongmei and Mr. HUANG Bin as executive directors; Mr. LIU Dong and Mr. LV Dong as non-executive directors; and Mr. PU Tianruo, Mr. David Ross PARKINSON and Mr. MA Jun as independent non-executive directors.

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